INTERNATIONAL TELECOMMUNICATIONS SERVICES AGREEMENT
AN AGREEMENT made the July 1, 1995 between International Telecommunications
Corporation (ITC), whose registered office is at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇,
of the one part and TELECOM Denmark, a company in the Tele Danmark Group, a
corporation organised and existing under the laws of Denmark and whose principal
place of business is at ▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ of the other part.
WHEREAS the parties jointly desire to furnish telecommunication services between
USA (as hereinafter defined) and Denmark (as hereinafter defined).
NOW THEREFORE IT IS HEREBY AGREED as follows:
1. Definitions
(a) In this Agreement, unless the context otherwise requires, the
following terms shall have the following meaning:
(i) "ITU-T" means the Telecommunications Standardization Sector of
the International Telecommunications Union, (ITU-T was previously
designated "C.C.I.T.T" (The International Telegraph and Telephone
Consultative Committee of the International Telecommunication
Union);
(ii) "Operating Territory" in relation to ITC means USA, and in
relation to TELECOM Denmark means Denmark including Greenland and
The Faroe Islands;
2. Scope
Subject to the terms and conditions contained herein each of the parties
undertake to establish and provide such telecommunications services between
USA and Denmark as specified in the Annexes to this Agreement and will
establish such telecommuni-
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cation services on and with effect from July 1, 1995.
3. Language
This Agreement is drawn up in the English language and the documents,
notices and extension shall be in English language.
4. Duration
(a) This Agreement shall come into force on July 1, 1995 and shall
continue thereafter unless and until terminated by not less than 12
months' prior written notice given by either party to the other.
(b) The Annexes to this Agreement may be negotiated and altered
independently of the main Agreement as specified in the Annexes.
(c) Any amendment to the Agreement or changes in the Annexes shall be
confirmed in writing by the parties to the Agreement.
5. Telecommunications Services
The telecommunications services to be established and provided hereunder
shall be agreed between the parties from time to time and the details
thereof shall be set out in Annexes which shall be attached to this
Agreement.
6. Routing of Telecommunication Services and Provision of Facilities
(a) The routes to be used by each party to provide the telecommunication
services hereunder shall be such direct circuits as may be agreed
between the parties from time to time and/or such switched circuits
via countries other than USA and Denmark or a combination hereof as
the parties may from time to time
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deem expedient to maintain the provision of the telecommunication
services in question.
(b) Each party will be responsible for the provision and maintenance of,
and payment for, the necessary interconnecting facilities in respect
of its portion of the telecommunication services hereunder located
within its operating territory.
(c) Unless otherwise agreed, each party shall be responsible for the
establishment of and the payment for one half of that portion of the
telecommunication facilities necessary to provide the said circuits
located outside the respective operating territories of the parties
used in the provision of the telecommunication services hereunder.
Exceptions from this general clause will be described in the Annexes
regarding each particular service.
(d) Each party shall notify the other without undue delay of any facility
failure arising or likely to arise from a cause within its operating
territory which is likely to result in a protracted interruption to
the provision of any or all of the telecommunication services
hereunder.
7. Technical Standards and Methods of Operation
(a) The technical standards and methods of operation to be used by the
parties in the provision of telecommunication services hereunder shall
be agreed by the parties in writing. In the event of a failure to
agree upon the technical standards to be applied, the parties shall
apply standards of the ITU-T in force as of the date hereof until such
time as/of agreement is reached by the parties.
(b) The parties will adopt from time to time (as appropriate) written
procedures and working standards to be implemented by them in respect
of order handling, maintenance and other operational matters in
respect of each of the telecommunication services hereunder.
(c) In so far as is commercial feasible, the telecommunication services to
be provided hereunder will be carried on digital channels, which will
conform to
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European standards, between USA and Denmark.
8. Charges to the Public
Collection rates for the service covered by this Agreement shall be a
national matter to be determined by each party, subject to appropriate
governmental approvals as necessary.
9. Accounting Rates and Division of Revenues
The accounting rates and division of revenue derived from the services
between ITC and Denmark provided by the parties shall be those set out in
the relevant Annexes attached to this Agreement or as the parties may
otherwise agree from time to time and incorporate in this Agreement.
10. Accounting and Method of Settlement
(a) The monthly account shall be send as promptly as possible and, except
in cases of force majeure, before the end of the third month following
that to which they relate.
ITC / TELECOM Denmark can consider the account as accepted if no query
is raised within two calendar months after the receipt of the account
(ITU Melbourne 1988).
(b) The quarterly statement showing the balances of the monthly accounts
for the period to which it relates shall be prepared as soon as
possible by the creditor operator and shall be send in duplicate to
the debtor operator, which, after verification, shall return one of
the copies with its acceptance.
Payment of balances of account shall be effected as promptly as
possible, but in no case later than two calendar months after the day
on which the statement
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was dispatched by the creditor operator. Beyond this period, the
creditor operator may, subject to prior notification in the form of a
final demand for payment and unless otherwise agreed, charge interest
at a rate of up to 6% per annum reckoned from the day following the
date of expiry of the said period (ITU Melbourne 1988).
The balance shall be expressed in SDR.
The conversion of balance of accounts from SDR to the payment currency
shall be made by the debtor operator using the latest conversion rate
published by the IMF.
(c) Settlement will be made in a currency to be chosen bit the creditor.
The currency of settlement chosen is:
if ITC is creditor SDR
if TELECOM Denmark is creditor SDR
(d) Mailing Address for Monthly Accounts and Statements of Accounts
TELECOM Denmark
International Services
International Accounting
Telegade 2
DK-2630 Taastrup
(e) Bank Instruction
See Annex 1 to this Agreement
(f) No credit allowance shall be made in the Monthly notice for
uncollected amounts. Each party shall be responsible for its own
uncollectables. The accounting procedures for adjustments and refunds
shall be in line with ITU-T Rec. D.171.
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11. Exchange of Information
To ensure effective implementation and operation of the service the parties
may wish to exchange:
(a) appropriate sales and service implementation plans on an ongoing
basis,
(b) information on their respective collection rates and costumer pricing
as appropriate,
(c) details of the numbering schemes employed to access customers in their
public switched networks in the operating territory and
(d) details of the service position/facilities and how they may be
accessed by the other party's service position.
Regarding c) and d), confer for example ITU-T Rec. E.141 and E.149.
12. Liability
Neither party shall be liable to the other for any loss or damage whether
direct or indirect sustained by reason of any failure in or breakdown of
the communication facilities associated with the circuits used in providing
the telecommunication services, whatsoever shall be the cause of such
failure, breakdown or interruption and however long it shall last.
13. Authorizations
All undertakings and obligations assumed hereunder by either party are
subject to the issuance and continuance of all necessary governmental
licences, waivers, consents, registrations, permissions and approvals.
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14. Force Majeure
No failure or omission by either party to carry out or observe any of the
terms and conditions of this Agreement shall give rise to any claim
against the party in question or be deemed a breach of this Agreement if
such failure or omission arises from any cause reasonably beyond the
control of that party. When such conditions apply, the party in question
shall notify the other part hereof in writing as soon as possible.
15. Termination
Notwithstanding anything to the contrary expressed or implied elsewhere
herein either party (without prejudice to its other rights) may terminate
this Agreement forthwith on notifying the other party to that effect by
Notice in writing, in the event that the other party fails to make any
payment due under this Agreement punctually by the due date, and fails to
make such payment within 30 days of being advised, by the party giving
notice of termination that such payment is due and has not been made.
The parties shall further be entitled to terminate the Agreement in case of
gross breach of the conditions set out in the Agreement.
16. Assignment
Neither party shall transfer or assign its rights or obligations under this
Agreement without the prior written consent of the other party; provided
however that either party may assign its rights and obligations under this
Agreement to its fully owned subsidiaries, to its parent Company or fully
owned subsidiaries of the parent with prior notification to the other
party. No such assignment shall relieve the assignment party of its
obligations hereunder.
17. Notices
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(a) Any communications by either party to other shall, unless otherwise
provided herein, be sufficiently made if sent by post (by air mail
where possible), postage paid, or by telegraph, telex or telefax
transmission to the address hereinafter specified and shall, unless
otherwise provided herein, be deemed to have been made to the other
party on the day on which such communications ought to have been
delivered in due course of postal, telegraphic, telex or telefax
transmission.
(b) Unless otherwise specified by not less than 15 days' notice in writing
by the party in question, the address to which communications shall be
sent shall be:
To ITC:
By mail: ITC
▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
By telefax: Telefax No ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
In all cases marked: "For the attention of
Vice President International
To TELECOM Denmark:
By mail: TELECOM ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇
▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
By telefax: Telefax No ▇▇▇ ▇▇ ▇▇ ▇▇
In all cases marked: "For the attention of Director of
International Services"
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18. No Waiver
No waiver by either party of any provision of this Agreement shall be
binding unless made expressly and expressly confirmed in writing. Further,
any such waiver shall relate only to such particular matter non-compliance
or breach as it expressly relates to and shall not apply to any subsequent
or other matter, non-compliance or breach.
19. Arbitration
Any dispute which might occur in connection with this Agreement shall be
settled finally by arbitration according to International Arbitration Law.
20. Confidentiality
Any of this information, which is not in the public domain, will be
strictly confidential and shall not be disclosed to third parties,
particularly those offering competitive service in either USA or Denmark
unless otherwise agreed in writing. Provided that either party may comply
with such filing or disclosure requirements of any regulatory authority or
government agency with jurisdiction hereof. This confidentiality is to be
maintained for a period of 5 years after this agreement or any part of it
is terminated.
IN WITNESS WHEREOF THIS AGREEMENT has been entered into the day and year first
above written.
Signed for and on behalf of Signed for and on behalf of
TELECOM Denmark
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ TELECOM Denmark
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7/10/95 4-7-95
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Date: Date:
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ANNEX 1
TELECOMMUNICATION SERVICE
BANK INSTRUCTIONS, TELECOMMUNICATIONS ACCOUNTS.
This Annex is attached to and incorporated into the International
Telecommunication Service Agreement made between ITC and TELECOM Denmark.
Payment of balances in favour of TELECOM Denmark should be effected as follows:
a) Primary Method
By bank transfer to our primary bank connection.
Bank: UNIBANK
Merchant Bank Division
Torvegade 2
DK - 1786 Copenhagen V
Account holder: TELECOM Denmark
Financial Division
▇▇▇▇▇▇▇▇ ▇
▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇
_____ Account Number: _________________________
SWIFT CODE: UNIB DK KK
Telex number: 27543 unib dk
Payment though UNIBANK should preferably be effected in SDR and directed to
our ____ account number.
b) Alternative I
By bank transfer or postal cheque transfer to our secondary bank
connection.
Bank: GIROBANK
Girostroeget 1
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DK - 0800 Hoeje Taastrup
Account Holder: TELECOM Denmark
Financial Division
▇▇▇▇▇▇▇▇ ▇
▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇
Account number: 1199-7 00 00 06
SWIFT CODE: GICO DK KK
Payments through GIROBANK may be effected in USD, DKK or other major
currency.
c) Alternative II
Payment in favour of TELECOM Denmark may also be effected by mailing bank
cheques in USD directly to our address:
TELECOM Denmark
Financial Division
Telegade 2
DK - 2630 Taastrup
---------------------------------------
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I M P O R T A N T
Any payment should include sufficient reference to our invoices for proper
identification of the payment
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ANNEX 2
TELECOMMUNICATION SERVICE
INTERNATIONAL PUBLIC SWITCHED TELEPHONE SERVICE
between ITC and TELECOM Denmark
MULTI CARRIER RELATION
This Annex is attached to and incorporated into the International
Telecommunication Services Agreement made between ITC and TELECOM Denmark.
1. Type of Service
a) The following International Public Switched Telephone Services may be
established under this Agreement from points in or reached via USA and
from points in or reached via Denmark:
Costumer Dialled Station Calls
International Freephone
International Calling Card Services
Home Country Direct Calls
b) Not all classes of traffic may be operational at the time of initial
implementation of the service.
2. Periods of Service
This service will be a 24 hour per day continuous facility.
3. Quality of Service
Under preparation.
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4. Accounting Rate and Division
a) The Unit of Account will be the SDR (Special Drawing Right).
b) The Accounting Rate per minute, will be FIF share 0,5 SDR and TELECOM
Denmark share 0,25 SDR.
TELECOM Denmark's share includes traffic between USA and the Faroe
Islands and Greenland.
5. Return of Traffic
See Addendum 1 to this Annex
6. Duration
Alterations or improvements of this Annex and its Addendum 1 may be subject
to negotiations at any time and enter into force as agreed between the
Parties independently of the main Agreement.
Signed for and on behalf of Signed for and on behalf of
LTC TELECOM Denmark
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/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ TELECOM Denmark
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Date: 7/10/95 Date: 4.7.95
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ANNEX 3
TELECOMMUNICATION SERVICE
INTERNATIONAL LEASED VOICE AND DATE SERVICE
incorporating Private Networks between ITC and TELECOM Denmark.
This Annex is attached to and incorporated into the International
Telecommunication Services Agreement made between ITC and TELECOM Denmark.
1. Type of Service
The service offered will be interconnection of Private Networks, Software
Defined Networks or a combination of both, for the international access of
switched Voice and/or Data.
2. Periods of Service
The service will be a 24 hour per day continuous facility.
3. Charges to the Public
Collection rates for the service covered by this Agreement shall be a
national matter to be determined by each party, subject to appropriate
governmental approvals as necessary.
4. Interruption Allowances
As an objective, the parties will adopt the appropriate interruption
allowance recommendations including those contained in the ITU-T Rec. D.1.
Paragraph 5 (and any ITU-T amendment thereto or replacement of re-issue
thereof).
5. Duration
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Alterations or improvements of this Annex may be subject to negotiations at
any time and enter into force as agreed between the Parties independently
of the main Agreement.
Signed for and on behalf of Signed for and on behalf of
ITC TELECOM Denmark
-----------------------------
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ TELECOM Denmark
----------------------------- -------------------------------
Date: 7/10/95 Date: 4.7.95
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ADDENDUM 1 TO ANNEX 2
TELECOMMUNICATION SERVICE
INTERNATIONAL PUBLIC SWITCHED TELEPHONE SERVICE
between ITC and TELECOM Denmark
MULTI CARRIER RELATION
5.1 The traffic streams to each USA Operator should normally be regarded as
entirely separate.
5.2 The calculation of the USA market share should be based on all terminal
traffic from USA to TELECOM Denmark.
5.3 Traffic transiting USA's or TELECOM Denmark's network should be excluded
from proportionate return calculations.
5.4 Terminal traffic routed over direct and alternative routings would be
included for proportionate return purposes.
5.5 Where a failure occurs in the network of a USA Operator which prevents
TELECOM Denmark from sending traffic to that Operator, the other USA
Operators will handle such traffic, assuming sufficient network capacity
exists. In such circumstances the traffic diverted should be
accounted/settled for with the carrier who handled it and deducted from the
total return traffic due in normal circumstances to the USA Operator which
suffered failure in its network. However, if one USA carrier is
disadvantaged by a network failure outside its control, there may be a need
for a compensating adjustment to the return traffic arrangements.
5.6 The proportion of outgoing bids offered by TELECOM Denmark to each USA
Operator should be in the same ratio as paid minute terminal traffic sent
by each USA Operator to Denmark.
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5.7 The proportion of traffic that is returned to each USA operator should be
reviewed, and altered as necessary, on a mutually agreed frequency.
5.8 TELECOM Denmark and ITC agree to implement return of TELECOM Denmark's
total allocable International Message Telephone Service (IMTS) settlement
minutes: (Sent Paid - Subscriber Dialed and Sent Paid - Operator Handled)
to USA equal to "proportionate return percentage" is defined as sum of USA
IMTS settlement minutes for all Sent Paid (Subscriber Dialed and Operator
Handled) and all Received Collect (Operator Handled, Calling Card, and
Country, Direct, i.e.
Home Direct/World Connect) divided by the total IMTS settlements minutes
reported by all USA carriers to TELECOM Denmark.
5.9 Transit traffic wherein either the USA or Denmark is the transit center
shall not be included in the proportionate return calculations.
5.10 This agreement is effective as of July, 1, 1995 and shall continue until
terminated by either party by at least six (6) month's prior written notice
to the other party.
5.11 This agreement is subject to review as necessary, to adjust for the
inclusion of services or for changing circumstances. If ITC should enter
into an operating agreement with another licensed carrier in Denmark, the
terms and conditions of this agreement shall be applied to USA billed and
settled traffic with Telecom Denmark.
5.12 Reasonable efforts shall be made to ensure that ITC receives a
representative share of each calling period and geographic area of
origination in Denmark and termination in the U.S.
5.13 USA "proportionate return percentage" shall be calculated quarterly, using
three (3) months of Settlement Statements of Account between ITC and
TELECOM Denmark, starting with the three (3) months period that began
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July 1, 19XX.
The "proportionate return percentages" shall then be used during successive
three (3) months "designated return periods", starting with three (3) month
period that begins July 1, 1995.
There shall be three (3) months between the Settlement Statements of
Account used for the "proportionate return percentage" and the "designated
return period".
Prior to each new "designated return period", TELECOM Denmark shall inform
ITC of its "proportionate return percentage" to be used for allocation of
TELECOM Denmark's allocable traffic, the amount of proportionate return
traffic actually sent expressed in minutes and the amount of minutes that
should have been sent.
5.14 Corrections to proportionate return shall not be made to compensate for the
failure of a receiving carrier to successfully accept offered traffic (e.g.
overflow traffic to USA shall not count towards ITC proportionate return
share or TELECOM Denmark's allocable traffic) unless otherwise agreed by
the parties.
5.15 A reasonable effort shall be made to correct all other deviations equal to,
or greater than, one percent of the total IMTS settlement minutes for a
given "designated return period". The parties agree to review cumulative
deviations greater than 1 %, and if agreed by the parties, adjustments
shall be made semi-annually.
Reasonable efforts shall be made by TELECOM Denmark to correct deviations
in the following "designated retune period".
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TD-IO/P-TP
22.06.1995/AR
DRAFT
ANNEX D
to
International Telecommunications Services Agreement
Between and T-D
PROPORTIONATE RETURN
between
xxxxxxxx
and
DENMARK
TD and xxx agree to implement return of T-D's total allocable International
Message Telephone Service (IMTS) settlement minutes: (Sent Paid - Subscriber
Dialed and Sent Paid - Operator Handled) to xxx equal to xxxxx "proportionate
return percentage" is defined as sum of xxxxx IMTS settlement minutes for all
Sent Paid (Subscriber Dialed and Operator Handled) and all Received Collect
(Operator Handled, Calling Card, and Country Direct, i.e.) divided by the total
IMTS settlements minutes reported by all xxxx carriers to T-D.
Transit traffic wherein either xxxxxxx or Denmark is the transit center shall
not be included in the proportionate return calculations.
This agreement is effective as of xx.xx, l99x and shall continue untill
terminated by either party by giving at least six (6) month's prior written
notice to the other party.
This agreement is subject to review as necessary, to adjust for the inclusion of
services or for changing circumstances. If xxxx should enter into an operating
agreement with another licensed carrier in Denmark, the terms and conditions of
this agreement shall be applied to xxxx-billed and settled traffic with T-D.
Reasonable efforts shall be made to ensure that xxxx receives a representative
share of each calling period and geographic area of origination in Denmark and
termination in the xxx.
xxxxxx "proportionate return percentage" shall be calculated quarterly using
three (3) months of Settlement Statements of Account between xxxx and T-D,
starting with the three (3) months period that began xx.xx, l99x.
The "proportionate return percentages" shall then be used during successive
three (3) months "designated return periods", starting with three (3) month
period that begins xx.xx, l99x.
There shall be three (3) months between the Settlement Statements of Account
used for the "proportionate return percentage" and the "designated return
period".
Prior to each new "designated return period", T-D shall inform xxxx of its
"proportionate return percentage" to be used for allocation of T-D's allocable
traffic, the amount of
proportionate return traffic actually sent expressed in minutes and the amount
of minutes that should have been sent.
Corrections to proportionate return shall not be made to compensate for the
failure of a receiving carrier to successfully accept offered traffic (e.g.
overflow traffic to xxxx shall not count towards xxxxxx proportionate return
share or T-D's allocable traffic) unless otherwise agreed by the parties.
A reasonable effort shall be made to correct all other deviations equal to, or
greater than, one percent of the total IMTS settlement minutes for a given
"designated return period". The parties agree to review cumulative deviations
greater than 1 %, and if agreed by the parties, adjustments shall be made
semi-annually.
Reasonable efforts shall be made by T-D to correct deviations in the following
"designated return period".
Addendum 1 to Annex 2
between
Tele Danmark
and
International Telecommunications Corporation (ITC)
This Memorandum dated 26 March, 1996 represents an Agreement between Tele
Danmark and International Telecommunications Corporation (ITC) to apply the
following accounting rates for service between Denmark and International
Telecommunications Corporation in the United States Mainland.
Current Effective Effective
January 1, 1996 to October 1, 1996
September 30, 1996
ILD/OPH/1 800/USA Direct/ 0.5 SDR/MIN 0.40 SDR/MIN 0.25 SDR/MIN
Country Direct/
Network Remote Access (NRA)/
SDI/ISDN
The accounting rate shall be applied to each conversation minute of use and
shall be divided equally. The per call accounting rates are payable in full by
the billing carrier to the originating carrier. Minutes of traffic upon which
settlements are paid will be measured using accumulated seconds.
The current surcharge of 2.0 SDR/per call on operator handled calls remains in
effect.
The existing accounting rate of 0.50 SDR per minute for Greenland and Faroe
Islands will be retained through June 30, 1996.
For: Tele Danmark
Date:
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Title:
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For International Telecommunications Corporation
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Date: 3/28/96
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Title: Exec. V.P.
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